KAMAN Corp: M&A transaction — Arcline completes acquisition of Kaman for $46/share, total EV ~$1.8B; stock delisted from NYSE

the right to convert each $1,000 principal amount of Convertible Senior Notes into Common Stock has been changed into the right to convert such principal amount solely into a number of units of Reference Property

an initial senior secured term loan facility in an aggregate principal amount equal to $815,000,000

an initial senior secured revolving credit facility in an aggregate principal amount equal to $150,000,000

Mr. Lane, Senior Vice President and Interim Chief Financial Officer, and Richard S. Smith, Jr., Senior Vice President, General Counsel, and Secretary, were notified that their employment with the Company will be terminated with an effective date of no later than May 31, 2024, in the case of Mr. Smith, and no later than June 30, 2024, in the case of Mr. Lane, in each case unless an earlier termination date is mutually agreed between each executive officer and the Company.

Carroll K. Lane and Mr. Walsh became the sole directors of the Company, effective as of the Effective Time.

Mr. Lane, Senior Vice President and Interim Chief Financial Officer, and Richard S. Smith, Jr., Senior Vice President, General Counsel, and Secretary, were notified that their employment with the Company will be terminated with an effective date of no later than May 31, 2024, in the case of Mr. Smith, and no later than June 30, 2024, in the case of Mr. Lane, in each case unless an earlier termination date is mutually agreed between each executive officer and the Company.

held by Parent or Merger Sub and (ii) shares of Common Stock owned by any direct or indirect wholly owned subsidiary of the Company) was converted into the right to receive $46.00 in cash, without interest (the “ Merger Consideration ”) and, as of the Effective Time, all such shares are no longer outstanding and have automatically been cancelled. In

On April 19, 2024, in connection with the consummation of the Merger, the Company entered into a Second Supplemental Indenture (the “ Second Supplemental Indenture ”), among the Company, Parent and U.S. Bank National Association (as successor-in-interest to U.S. Bank National Association), a national banking association, as trustee (the “ Trustee ”), to the Indenture, dated as of May 12, 2017 (the “ Original Indenture ”), between the Company and the Trustee, as supplemented by the First Supplemental Indenture, dated as of July 15, 2019 (the “ First Supplemental Indenture ” and, together with the Original Indenture and the Second Supplemental Indenture, the “ Indenture ”), between the Company and the Trustee, relating to the Company’s 3.25% Convertible Senior Notes due 2024 (the “ Convertible Senior Notes ”).

On April 19, 2024, in connection with the consummation of the Merger, the Company repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under that certain Third Amended and Restated Credit Agreement, dated as of June 21, 2023 among the Company, certain subsidiaries of the Company, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, modified or otherwise supplemented) (the “ Existing Credit Agreement ”), and terminated all commitments thereunder.

On April 19, 2024, Parent, as the borrower, and Ovation Parent Holdings, Inc., a Delaware corporation (“ Holdings ”), entered into that certain Credit Agreement with Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent, a joint lead arranger and a joint bookrunner, the lenders and L/C issuers from time to time party thereto and the other parties from time to time party thereto (the “ New Credit Agreement ”), which provides for (i) an initial senior secured term loan facility in an aggregate principal amount equal to $815,000,000 and (ii) an initial senior secured revolving credit facility in an aggregate principal amount equal to $150,000,000, which includes a letter of credit sub-facility in an amount equal to $75,000,000.